Summary
Pursuant to Art. 23 of Regulation (EC) No 44/2001 of 22 December 2000 (applicable to the case at issue), Italian courts have jurisdiction over a negative declaratory action concerning the existence of an agency agreement, distribution contract or contract granting an exclusive sale licence brought by an Italian company against a Greek company seeking to establish that it had legitimately terminated their contractual relationship (based, according to the claimant, on a series of independent sales contract) and that the indemnity/damages counter-claim brought by the defendant in its first appearance lacks any ground. In fact, the choice-of-court clause invoked by the claimant (“The competent law courts of Cremona … shall have exclusive jurisdiction in any action arising out of or in connection with this sale contract”), contained in various order confirmations, is so widely drafted that it clearly demonstrates the will of the parties to confer jurisdiction upon Italian courts not only with regard to “any dispute… arising from the contract”, such as those concerning the payment of the price, the delivery, the defects of the supplied goods etc., but also in relation to those disputes “connected to” the same relationship.
Indeed, the cause of action of the case at issue is closely connected to the sale of goods, as the assessment of the non-existence of any agency/distribution agreement between the parties requires to simultaneously assess whether the parties entered into only one comprehensive contract or a number of independent sales contract, given that the two alternatives are irreconcilable and that the seized court has been further required by the claimant to ascertain whether it could legitimately terminate the contractual relationship and by the defendant whether it was entitled to any indemnity/damages. Furthermore, the defendant does not deny that the single orders were intended as a part of a wider contractual/commercial relationship between the parties (even though differently characterized as an agency agreement), thus confirming that such relationship cannot but be considered connected to the single orders containing the prorogation clause.